Draft Calculation definition
Examples of Draft Calculation in a sentence
If, at the Closing, Seller has not caused the Transferred Companies to transfer cash equal to the Renaissance Advance to the Seller, and the Transferred Companies are unable to transfer all or any portion of such amount immediately prior to Closing, Parent shall cause the Transferred Companies to pay the amount of such shortfall to Seller as soon as practicable after Closing, but in no event later than the later of (i) the Closing Date or (ii) the date on which the Draft Calculation is delivered.
If Seller has accepted the Draft Calculation or has not objected to it within the ten (10) day period referred to above, then the Draft Calculation will be deemed to be the final calculation of the Rebalancing Payment payable under Section 5.3, which will be conclusive, final and binding on the Parties.
If the D-M ▇▇▇reholders disagree with the computation of Surviving Corporation's Pre-Tax Earnings for the calendar year reflected on the Draft Calculation, the D-M ▇▇▇reholders may, within 30 days after receipt of the Draft Calculation, deliver a notice (an "OBJECTION NOTICE") to Penton setting forth the D-M ▇▇▇reholders' objections and, to the extent reasonably possible, Surviving Corporation's Pre-Tax Profits for such calendar year as determined by the D-M ▇▇▇reholders.
On the later of (i) the Closing Date and (ii) the date two business days after the date on which the Draft Calculation is delivered to the Buyer or Seller, as applicable, (the "September Cash Payment Date"), Parent shall pay to the Seller an amount equal to the "cash and cash equivalents" and the "short- term investments" contained in the Draft Calculation (collectively, the "September Cash") plus $1,100,000.
Commencing on October 1, 2000, finance personnel of the Transferred Companies, under the supervision and direction of the Seller (or, after the Closing, the Parent), shall prepare a draft calculation (the "Draft Calculation") of the working capital of the Transferred Companies (on a consolidated basis) as of September 30, 2000 (the "September Working Capital").
Penton will (i) make available to the D-M ▇▇▇reholders and their agents, attorneys and accountants upon reasonable advance notice all records reasonably relating to the Draft Calculation and (ii) allow the D-M ▇▇▇reholders and their agents, attorneys and accountants upon reasonable advance notice to interview any Penton personnel significantly involved in the preparation of the Draft Calculation regarding the Draft Calculation.
The chosen Independent Firm will consider only those issues related to the Draft Calculation set forth in the Objection Notice which Penton and the D-M ▇▇▇reholders have been unable to resolve.
The Draft Calculation shall be completed no later than October 20, 2000 and shall be delivered by the Seller to the Parent (if completed at or prior to the Closing) or by the Parent to the Seller (if completed after the Closing) upon completion.
Purchaser must ensure that Seller and its advisers are given full access to the working papers and other supporting material and information that Seller and its advisers reasonably require to verify the Draft Calculation.
If the Buyer is required to pay the Earnout Amount and if the payment of any portion of the Earnout Amount is delayed beyond its due date for any reason (including as a result of a determination that the Earnout Amount is greater than that reflected in a Draft Calculation), the Buyer shall also be required to pay interest at the Applicable Rate on the amount which is delayed with respect to the period from its due date until the payment of such amount by the Buyer.